As filed with the Securities and Exchange Commission on May 29, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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Globe Business Resources, Inc.
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(Exact name of registrant as specified in its charter)
Incorporated under the laws of Ohio I.R.S. Employer I.D. No.31-1256641
1925 Greenwood Avenue
Cincinnati, Ohio 45246
(513) 771-8221
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(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Gary P. Kreider, Esq.
Keating, Muething & Klekamp, P.L.L.
18th Floor, Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of the proposed sale to the public: From time
to time after the effective date of the Registration Statement pending market
conditions.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any securities being registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Shares to Be to Be Aggregate Price Aggregate Registration
Registered Registered Per Unit* Offering Price* Fee
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Common Stock 70,000 $10.25 $717,500 $218
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*Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for
the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
<PAGE>
GLOBE BUSINESS RESOURCES, INC.
70,000 shares of Common Stock
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This Prospectus relates to 70,000 shares of Common Stock, without par
value, of Globe Business Resources, Inc., an Ohio corporation ("Globe" or the
"Company"). The shares are being offered for sale by Thomas J. Koch &
Associates, Inc. (the "Selling Shareholder"). The Selling Shareholder acquired
the 70,000 shares offered hereby in connection with an acquisition by Globe of
the Selling Shareholder's assets of Thomas J. Koch & Associates, Inc. in
December 1996.
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The Common Stock may be offered to the public from time to time by the
Selling Shareholder. See "The Selling Shareholder." The Company will receive
none of the proceeds from the sale of the Common Stock by the Selling
Shareholder but will pay certain of the expenses of this offering. The Selling
Shareholder will bear certain costs of this offering, including the commissions
and discounts of any underwriters, dealers and agents and the legal expenses of
the Selling Shareholder. The Common Stock may be sold directly or through
underwriters, dealers or agents in market transactions or privately-negotiated
transactions. See "Plan of Distribution." Globe Common Stock is quoted in the
Nasdaq National Market under the symbol "GLBE." On May 27, 1997, the closing
sales price of the Globe Common Stock was $10.50.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is May __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission") under File No. 0-27682. Reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission, 450 Fifth Street N.W.,
Washington, D.C. 20549 and at the Regional Offices of the Commission at 7 World
Trade Center, Suite 1300, New York, New York; and at Northwestern Atrium, 500
West Madison Street, Suite 1400, Chicago, Illinois. Copies of such material can
be obtained at prescribed rates from the Public Reference Section of the
Commission at the address set forth above. In addition, material filed by the
Company can be obtained and inspected at the offices of The Nasdaq Stock Market,
Inc., 9513 Key West Avenue, Rockville, Maryland, 20850, on which the Company's
Common Stock is quoted. The Company files its reports, proxy statements and
other information with the Commission electronically, and the Commission
maintains a Web site located at http://www.sec.gov containing such reports,
proxy statements and other information.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(Number 333- _______) filed by the Company with the Commission under the
Securities Act of 1933. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the shares offered hereby. Any
statements contained herein concerning the provisions of any documents are not
necessarily complete, and, in each instance, reference is made to such copy
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference:
(1) Annual Report on Form 10-K for the fiscal year ended February 28, 1997.
(2) Registration Statement on Form 8-A, Commission File No. 0-27682, filed on
February 2, 1996, registering the Company's Common Stock under Section 12
of the Exchange Act, which describes the class of securities being
registered hereunder.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus and
prior to the termination of the offering of the shares offered hereby, shall be
deemed to be incorporated by reference into this Prospectus and to be part
hereof.
<PAGE>
Statements contained in the documents incorporated by reference shall be
deemed to be modified and superseded to the extent that statements contained
herein modify or supersede such statements.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO THE
INFORMATION THAT IS INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE PROSPECTUS
INCORPORATES) ARE AVAILABLE UPON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, FROM
VICTORIA L. CHESTER, SENIOR VICE PRESIDENT - PLANNING AND SECRETARY OF THE
COMPANY, 1925 GREENWOOD AVENUE, CINCINNATI, OHIO 45246, PHONE (513) 771-8221.
THE COMPANY
Globe is a major participant in the temporary relocation industry,
operating in the rent-to-rent furniture business as well as in corporate
housing. The rent-to-rent furniture business serves both corporate and
individual customers who generally have immediate, temporary needs for office or
residential furniture but who typically do not seek ownership. Office furniture
customers range from large corporations who desire flexibility to meet their
temporary and transitional needs, to small businesses and professionals who need
office furniture but seek to conserve capital. Residential furniture customers
include "institutional customers" (consisting of apartment property management
companies and corporate housing specialists that provide short-term leased
housing to relocated, transferred and temporary personnel), and individual
customers.
The rent-to-rent segment in furniture rental is differentiated from the
rent-to-own segment primarily by the terms of the rental arrangements and the
type of customers served. Rent-to-rent customers generally desire high-quality
furniture to meet temporary needs, have good credit and pay by the month.
Typically, these customers do not seek to acquire the property rented. By
contrast, rent-to-own arrangements are generally made by customers without
established credit whose objective is to acquire ownership of the property by
renting it through the full term of the lease. Those arrangements typically
involve weekly payments made over 18 to 24 months.
The corporate housing business provides short-term leased housing, or
"furnished apartments," to transferring or temporarily assigned corporate
personnel, government agency employees and other individuals. Corporate housing
operators typically maintain an inventory of leased housing units, although some
operators own a portion of their units. Most corporate housing operators lease
their furniture, housewares and electronics, but a small percentage of operators
maintain their own furniture inventory and a greater percentage maintain their
own housewares and electronics inventories.
<PAGE>
Globe was incorporated under the laws of the State of Ohio in 1989. Its
executive offices are located at 1925 Greenwood Avenue, Cincinnati, Ohio 45246;
telephone number (513) 771-8221.
SELLING SHAREHOLDER
The 70,000 shares being sold in this offering are being sold by the Selling
Shareholder. The Selling Shareholder owns no shares of Globe Common Stock other
than those offered for sale by this Prospectus, and if all shares offered hereby
are sold, the Selling Shareholder will own no shares of Globe Common Stock.
On December 16, 1997, Globe purchased substantially all of the assets of
the Selling Shareholder for cash, promissory notes and the shares of Globe
Common Stock offered hereby. The assets purchased are utilized in the corporate
and interim housing business.
USE OF PROCEEDS
The Company will not receive any proceeds from the shares being sold in
this offering.
PLAN OF DISTRIBUTION
The Common Stock may be sold from time to time directly by the Selling
Shareholder. Alternatively, the Selling Shareholder may from time to time offer
the Common Stock through underwriters, dealers or agents. The distribution of
the Common Stock by the Selling Shareholder may be effected from time to time in
one or more transactions that may take place on the over-the-counter market
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more broker/dealers for resale of such securities as
principals, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by these
holders in connection with such sales.
The Company will pay certain expenses incident to the offering and sale of
the Common Stock to the public. The Company will not pay for, among other
expenses, commissions and discounts of underwriters, dealers or agents or the
fees and expenses of counsel for the Selling Shareholder.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
Globe by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio. Members of that
firm beneficially own 21,000 shares of Globe Common Stock.
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EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus by reference to the Annual Report on Form 10-K for the year ended
February 28, 1997, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in accounting and auditing.
MISCELLANEOUS
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates or an offer to sell or a solicitation
of an offer to buy such securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of Globe since the date hereof or that the information herein is correct
as of any time subsequent to its date.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of estimated expenses in connection with the
issuance and distribution of the securities being registered, with the exception
of underwriting discounts and commissions:
Registration Fee.................................................$ 218
Printing costs...................................................$ 500
Legal fees and expenses..........................................$ 1,500
Accounting fees and expenses.....................................$ 1,500
Blue sky fees and expenses.......................................$ 100
Miscellaneous....................................................$ 100
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Total...........................................................$ 3,918
All of the above expenses other than the Registration fee are estimates.
All of the above expenses will be borne by Globe pursuant to agreement upon
issuance of the Common Stock offered in this Registration Statement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio General Corporation Law allows
indemnification by the Registrant to any person made or threatened to be made a
party to any proceedings, other than a proceeding by or in the right of the
Registrant, by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant, against expenses, including judgments and
fines, if he acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Registrant and, with respect to
criminal actions, in which he had no reasonable cause to believe that his
conduct was unlawful. Similar provisions apply to actions brought by or in the
right of the Registrant, except that no indemnification shall be made in such
cases when the person shall have been adjudged to be liable for negligence or
misconduct to the Registrant unless determined by the court. The right to
indemnification is mandatory in the case of a director or officer who is
successful on the merits or otherwise in defense of any action, suit or
proceeding or any claim, issue or matter therein. Permissive indemnification is
to be made by a court of competent jurisdiction, the majority vote of a quorum
of disinterested directors, the written opinion of independent counsel or by the
shareholders.
The Registrant's Code of Regulations provides that the Registrant shall
indemnify such persons to the fullest extent permitted by law.
<PAGE>
The Registrant maintains director and officer liability insurance which
provides coverage against certain liabilities.
ITEM 16. EXHIBITS.
Exhibit No. Description
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5 Opinion re: Legality
23.1 Consent of Independent Accountants
23.2 Consent of Counsel(Contained in Exhibit 5)
24 Power of Attorney (Contained on Page II-4)
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions set forth in Item 15 hereof, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
<PAGE>
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof; and
(3) to remove from Registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offering therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on May 29, 1997.
GLOBE BUSINESS RESOURCES, INC.
BY:/s/David D. Hoguet
___________________________________
David D. Hoguet, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. The persons whose names appear with an
asterisk (*) below hereby designate David D. Hoguet or Sharon G. Kebe, or either
of them, as attorney-in-fact to sign all amendments including any post-effective
amendments to this Registration Statement as well as any related registration
statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under
the Securities Act of 1933.
Signature Title Date
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/s/David D. Hoguet
- ------------------------------- Chairman of the Board and May 29, 1997
*David D. Hoguet Chief Executive Officer
(Principal Executive
Officer)
/s/Blair D. Neller
- ------------------------------- President, Chief Operating May 29, 1997
*Blair D. Neller Officer and Director
/s/Sharon G. Kebe
- ------------------------------- Senior Vice President - May 29, 1997
*Sharon G. Kebe Finance and Treasurer
(principal financial and
accounting officer)
/s/William R. Griffin
- ------------------------------- Director May 29, 1997
*William R. Griffin
<PAGE>
/s/Thomas C. Parise
- ------------------------------- Director May 29, 1997
*Thomas C. Parise
/s/Alvin Z. Meisel
- ------------------------------- Director May 29, 1997
*Alvin Z. Meisel
EXHIBIT 5
TELECOPIER (513) 579-6457
May 29, 1997
Direct Dial: (513) 579-6411
Globe Business Resources, Inc.
1925 Greenwood Avenue
Cincinnati, Ohio 45246
Gentlemen:
We serve as your General Counsel and are familiar with your Articles of
Incorporation, Code of Regulations and corporate proceedings. On this basis, we
have made an examination as to:
1. The organization of Globe Business Resources, Inc. (the "Corporation");
2. The legal sufficiency of all corporate proceedings of the Corporation in
connection with the authorization and issuance of all presently outstanding and
issued Common Stock of the Corporation; and
3. The legal sufficiency of all corporate proceedings taken in connection
with the authorization of the issuance of 70,000 shares of Common Stock to be
included in a Registration Statement on Form S-3 to be filed with the Securities
and Exchange Commission.
Based upon such examination, we are of the opinion that:
1. The Corporation is a duly organized and validly existing corporation
under the laws of the State of Ohio;
<PAGE>
Globe Business Resources, Inc.
Page 2
May 29, 1997
2. The Corporation has taken all necessary and required corporate
actions in connection with the issuance of 70,000 shares of newly issued Common
Stock and the aforesaid 70,000 shares of Common Stock are validly authorized,
legally issued, fully paid and nonassessable shares of Common Stock of the
Corporation free of any preemptive rights.
We hereby consent to be named in the aforesaid Registration Statement
and the Prospectus part thereof as the attorneys who will pass upon legal
matters in connection with the issuance of the aforesaid Common Stock and to the
filing of this opinion as an exhibit to the Registration Statement and
furthermore consent to references made to this firm in the Registration
Statement.
Yours truly,
KEATING, MUETHING & KLEKAMP, P.L.L.
BY: /s/Gary P. Kreider
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Gary P. Kreider
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
April 10, 1997 appearing on page F-1 of Globe Business Resources, Inc.'s Annual
Report on Form 10-K for the year ended February 28, 1997. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Cincinnati, Ohio
May 29, 1997
